Terms of Service

1. Introduction and Scope

1.1 Provider Information (§ 5 TMG)

1.2 Subject Matter of the Contract (B2B Only)

Martin Gardemann – Synplex, Einzelunternehmen ("Synplex") operates one or more Shopify applications and related services (together the "Service" or "App"). These Terms of Service ("Terms") govern the access to and use of the Service by business users ("Merchants") in connection with Shopify stores.

The Service is provided as a software-as-a-service (SaaS) solution via the internet and integrates with the Shopify platform.

The scope, features, purpose, and conditions of use of the Service are defined by:

• The Shopify App Store listing
• The App documentation
• These Terms
• The Privacy Policy available at: https://synplex.io/privacy

By installing, accessing, or using the App, the Merchant confirms that it acts exclusively in a professional or commercial capacity.

1.3 Purpose of the Service

The Service enables Merchants to access software-based functionalities for inventory management, forecasting, and related operational processes within their Shopify stores.

Synplex as Technical Service Provider:

Synplex acts solely as a technical service provider. Synplex does not assume responsibility for the Merchant's commercial activities, customer relationships, or business decisions and does not act as reseller, distributor, agent, or representative of the Merchant.

The Merchant remains solely responsible for:

• All business decisions related to inventory and forecasting
• Compliance with applicable laws and regulations
• Relationships with end customers
• Product quality, fulfillment, and customer service

1.4 Additional Services

Custom development, individual adaptations, consulting services, or other services beyond the standard App functionality require a separate written agreement.

1.5 Updates and Modifications to the Service

We may modify or enhance the Service to reflect technical progress, security requirements, or changes in the Shopify API. If a modification significantly restricts the core functionalities used by the Merchant, we will provide notice in text form at least six (6) weeks in advance. In this case, the objection and termination rules set forth in Section 21 (Amendments) shall apply accordingly.

2. Scope of Use and Restrictions

2.1 Grant of Rights

For the duration of the contract, you receive a non-exclusive, non-transferable, limited right to access and use the App via the internet for your Shopify store(s) in accordance with your subscription plan. You may access the App through a web browser or other appropriate application provided by us. No additional rights are granted, including but not limited to rights to the underlying software code, infrastructure, or related intellectual property.

2.2 Usage Restrictions and Prohibited Uses

The Service may be used only for lawful purposes and in a professional or commercial capacity. You shall not:

Technical Restrictions:

• Use the App beyond the scope defined in your subscription plan
• Allow unauthorized third parties to access or use the App
• Copy, reproduce, modify, or create derivative works of the App
• Reverse engineer, decompile, or disassemble the App
• Sell, rent, lease, sublicense, or transfer access to the App
• Remove or alter any proprietary notices or labels
• Introduce malware, viruses, or malicious code
• Attempt unauthorized access to our systems or networks

Prohibited Activities:

• Violate any applicable laws or regulations
• Harm or exploit minors in any way
• Send spam, unsolicited messages, or fraudulent communications
• Impersonate any person or entity
• Infringe intellectual property rights or other proprietary rights
• Harass, abuse, or harm other users
• Use the App for any unlawful or fraudulent purpose
• Interfere with or disrupt the Service or servers

2.3 Technical Protection Measures

We are authorized to implement technical measures to prevent unauthorized use. Such measures must not significantly impair your contractual use of the App.

2.4 Unauthorized Use Reporting

If usage exceeds the authorized scope or unauthorized transfer occurs, you shall, upon request, immediately provide us with all available information necessary to assert claims, including names and contact details of unauthorized users.

2.5 Indemnification

You agree to indemnify and hold us harmless from any third-party claims, damages, losses, or expenses (including reasonable attorney fees) arising from:

• Your prohibited use of the Service
• Your violation of these Terms
• Your violation of any third-party rights
• Your breach of applicable laws or regulations

If you recognize or should recognize that such a breach is imminent, you must immediately inform us.

2.6 Suspension and Termination for Breach

We may suspend access and/or terminate your account at any time if you:

• Substantially exceed your authorized usage scope
• Breach provisions preventing unauthorized use
• Fail to pay due amounts despite reminder
• Engage in prohibited activities
• Violate these Terms in any material way

Before suspension, we must set a reasonable grace period for remedy, except in cases of serious breaches. Suspension does not automatically constitute termination. Suspension without notice may not exceed 3 months.

2.7 Excess Usage Fees

Our right to charge fees for usage beyond the agreed scope remains unaffected by any suspension or termination actions.

2.8 Restoration of Access

You are entitled to restored access after demonstrating that unauthorized use has ceased and providing assurance against future violations.

3. Accounts and Account Security

3.1 Account Creation

To use the Service, you must create an account by installing the App on your Shopify store. You must provide accurate, current, and complete account information during registration and maintain the accuracy of this information.

3.2 Business Capacity Requirement

The Service is intended exclusively for users acting in a professional or commercial capacity within the meaning of § 14 BGB. By using the Service, you confirm that you are acting as a business entity and not as a consumer.

3.3 Account Security and Confidentiality

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Protecting access credentials from unauthorized access
• Not sharing login credentials with unauthorized parties
• Immediately notifying us of any suspected security breach or unauthorized use

You must report unauthorized use immediately to support@synplex.io.

3.4 Account Termination

We reserve the right to refuse service, terminate accounts, or remove content at our sole discretion for any reason, including but not limited to violations of these Terms.

4. Subscriptions, Purchases, and Payment Terms

4.1 Subscription Plans

Some parts of the Service are subscription-based ("Subscriptions") and billed periodically (monthly or annually). Your subscription plan determines the features and usage limits available to you.

4.2 Payment Information

You may be asked to provide payment information to complete purchases or subscriptions. You warrant that:

• You have the legal right to use the payment method provided
• The information provided is accurate and complete
• You authorize us to charge the payment method for applicable fees

4.3 Billing and Payment Terms

Billing through Shopify: Billing is processed exclusively through Shopify's billing system. In case of discrepancies, Shopify's billing records shall be authoritative.

VAT Treatment: All prices are stated exclusive of statutory VAT (value-added tax), where applicable. VAT will be added according to applicable law.

Payment Terms:

• Subscription fees are billed periodically in advance
• Invoices must be paid within 14 days of receipt
• You authorize automatic charging for recurring subscriptions

4.4 Automatic Renewal

Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. You will be charged the then-current subscription fee upon renewal.

4.5 Payment Default

If you fail to settle due payments within 14 days of the invoice date:

• Access to the Service may be suspended
• We may require advance payment or security for continued service
• Late payment interest may be charged in accordance with § 288 BGB (0.5% per month or statutory maximum)
• We may terminate the contract for continued non-payment

4.6 Offsetting and Withholding

You may offset or withhold payments only insofar as your counterclaim is undisputed, legally established, or based on warranty claims from the same contractual relationship. Withholding due to warranty claims is limited to an amount proportionate to the defect.

4.7 Reservation of Title

We reserve the right to retain title and usage rights regarding services until full payment of owed remuneration. We are entitled to prohibit further use of services during your default of payment for a reasonable period, usually not exceeding 6 months. This does not constitute withdrawal from the contract.

5. Free Trial

5.1 Free Trial Offer

We may offer a free trial period for certain subscription plans. The free trial duration and terms will be specified when you sign up.

5.2 Payment Information Required

Free trials may require you to provide billing information. You will not be charged until the trial period ends.

5.3 Automatic Conversion

Unless you cancel before the trial period ends, your free trial will automatically convert to a paid subscription, and you will be charged the applicable subscription fee.

5.4 Modifications to Free Trial

We reserve the right to modify or cancel Free Trial offers at any time without prior notice.

6. Fee Changes and Price Adjustments

6.1 Right to Adjust Prices

We reserve the right to adjust subscription fees at our reasonable discretion (§ 315 BGB), in particular to reflect changes in costs, market conditions, scope of services, or legal requirements.

6.2 Notification and Objection Period

Any price changes will be notified to you in text form (e.g., via email) at least six (6) weeks before they take effect. Price changes will become effective at the beginning of the next billing cycle following the notice period.

6.3 Right to Terminate

The adjusted fees are deemed accepted if you do not object in writing or by email within the notice period. In the notification, we will explicitly inform you of your right to object and the legal consequences of remaining silent.

This acceptance mechanism applies to all amendments to the Terms pursuant to Section 21.3.

6.4 Consequences of Objection

If you object to the price change, the contract remains in effect at the previous rates. In this case, however, we reserve the right to terminate your subscription with effect at the end of the current billing period. You may also terminate the subscription yourself at any time before the price change takes effect.

7. Refunds

7.1 Refund Policy (B2B Discretionary)

Refunds may be issued within 15 days of the original purchase date at our sole discretion. As a business customer, you acknowledge that refunds are granted on a case-by-case basis.

7.2 Refund Process

To request a refund, contact us at support@synplex.io with your order details. We will review your request and respond within a reasonable timeframe.

7.3 Limitations

Refunds are not available for:

• Subscriptions after the 15-day period
• Partial billing periods
• Usage-based fees already incurred
• Services already rendered

8. Communications and Marketing

8.1 Service Communications

We may send you transactional and service-related communications necessary for the performance of the contract. These include:

• Account notifications
• Billing and payment confirmations
• Security alerts
• Legal notices and Terms updates
• Technical support responses

You cannot opt out of these essential communications.

8.2 Marketing Communications

Marketing or promotional communications will be sent only with your prior explicit consent, which may be withdrawn at any time by:

• Using the unsubscribe link in any email
• Contacting us at support@synplex.io
• Adjusting your account preferences

8.3 Opt-Out Rights

You may opt out of receiving promotional communications at any time. Opting out of promotional communications does not affect transactional messages related to your account or Service usage.

9. Content and User Rights

9.1 Your Content

You are responsible for all content, data, and materials you upload, submit, or process through the Service ("Your Content"). This includes but is not limited to:

• Product information and descriptions
• Customer data from your Shopify store
• Images, text, and other media
• Configuration settings and customizations

9.2 Content Ownership

You retain all ownership rights to Your Content. By using the Service, you grant us a worldwide, non-exclusive, royalty-free license to use, host, store, reproduce, modify, display, perform, and distribute Your Content solely as necessary to:

• Provide and maintain the Service
• Improve and develop the Service
• Comply with legal obligations
• Enforce these Terms

This license terminates when you delete Your Content or terminate your account, except where retention is required by law.

9.3 Content Responsibility

You represent and warrant that:

• You own or have the necessary rights to Your Content
• Your Content does not violate any third-party rights
• Your Content complies with applicable laws and regulations
• You have obtained all necessary consents for processing personal data in Your Content

9.4 Content Monitoring

We may monitor or review content submitted through the Service but are not obligated to do so. We reserve the right to remove or refuse any content that violates these Terms or applicable laws.

9.5 Our Content

All Service content excluding Your Content (including software, designs, text, graphics, logos, images, and trademarks) is owned by Martin Gardemann – Synplex, Einzelunternehmen and its licensors, and is protected under copyright, trademark, and other intellectual property laws.

Unauthorized use of Service content without our written permission is prohibited, including:

• Copying or reproducing Service materials
• Creating derivative works
• Using our trademarks or branding
• Scraping or data mining

10. Data Protection and Privacy

10.1 Privacy Policy

The Privacy Policy forms an integral part of these Terms and is available at: https://synplex.io/privacy

Our Privacy Policy explains how we collect, use, and protect information. By using the Service, you consent to our data practices as described in the Privacy Policy.

10.2 Data Processing Roles (GDPR)

For the purposes of the General Data Protection Regulation (GDPR):

Merchant as Data Controller: The Merchant acts as data controller for merchant data and end-customer data processed via the Service.

Synplex as Data Processor: Synplex acts as data processor within the meaning of Art. 28 GDPR when processing personal data on behalf of the Merchant.

Data Minimization: Synplex does not store names, postal addresses, or telephone numbers of end customers. Personal data is processed only to the extent necessary to provide the Service (inventory management, forecasting, order fulfillment data).

10.3 Data Processing Agreement (DPA)

A Data Processing Agreement (DPA) pursuant to Art. 28 GDPR is available at: https://synplex.io/dpa

The DPA governs:

• The nature and purpose of data processing
• Types of personal data processed
• Categories of data subjects
• Technical and organizational security measures
• Sub-processor arrangements
• Data subject rights support
• Data breach notification procedures

10.4 Data Location

Personal data processed through the Service is stored exclusively within the European Union or the European Economic Area, unless otherwise agreed in writing.

10.5 Data Subject Rights

You are responsible for responding to data subject requests (access, rectification, erasure, portability, etc.) concerning personal data processed through the Service. We will provide reasonable assistance in fulfilling these obligations as outlined in the DPA.

10.6 Data Security

We implement appropriate technical and organizational measures to protect data processed through the Service, including:

• Encryption of data in transit and at rest (AES-256)
• Access controls and authentication
• Regular security assessments
• Incident response procedures
• Employee training and confidentiality obligations

10.7 Customer Responsibilities

You are responsible for:

• Ensuring you have a legal basis for processing personal data
• Complying with data protection laws applicable to your use of the Service
• Implementing appropriate security measures in your systems
• Backing up Your Content regularly
• Providing accurate privacy notices to your customers

10.8 Data Retention and Deletion

Upon contract termination, we will delete or return your data within 30 days, except where retention is required by law. This aligns with Shopify's mandatory redact webhooks (shop/redact, customers/redact). Customers are responsible for exporting their data before termination using the App's export functions (see Section 18.6).

11. Analytics and Monitoring Services

11.1 Technical Monitoring

Synplex may use technical monitoring and analytics services to ensure the security, stability, and continuous improvement of the Service. Depending on configuration and environment, these may include:

• Sentry.io: Error monitoring and application performance tracking
• Infrastructure-level monitoring providers for system health and availability

11.2 Website Analytics

Website analytics are performed using Vercel Web Analytics, which does not use cookies or personal identifiers. This provides privacy-friendly, anonymous usage statistics for our marketing website.

11.3 No Personal Tracking

We do not use tracking tools that collect personally identifiable information from website visitors or app users beyond what is technically necessary for service provision.

11.4 Further Details

Additional information about our data processing practices is provided in the Privacy Policy at https://synplex.io/privacy.

12. Intellectual Property Rights

All intellectual property rights in the Service remain the exclusive property of Martin Gardemann – Synplex, Einzelunternehmen and its licensors. We warrant that use of the Service in accordance with these Terms does not infringe third-party intellectual property rights within the EU/EEA.

13. Availability, Service Levels, and Defects

We strive to maintain high availability but do not guarantee uninterrupted operation. The Service is provided "as is". You must report defects immediately to support@synplex.io with detailed information.

14. Error Reporting, Feedback, and Support Services

14.1 Support Channels

Support is available at support@synplex.io and via https://synplex.io during standard business hours (CET), excluding weekends and public holidays.

14.3 Support and Malfunction Handling

Reports of malfunctions may be submitted via the contact details provided in the Service documentation. We will review reported malfunctions within a reasonable time, taking into account their nature, technical complexity, third-party dependencies (in particular the Shopify platform), and our available resources.

In the event of significant malfunctions, we will use reasonable efforts to analyze the issue and, where appropriate, provide information, guidance, workarounds, or corrective measures. We do not guarantee that all malfunctions can be resolved.

15. Limitation of Liability

15.1 Liability Cap

In cases of slight negligence, our total cumulative liability arising from or in connection with this Agreement shall be limited to the subscription fees paid by you in the twelve (12) months preceding the event giving rise to the claim. This limitation reflects the nature of the Service as a standardized SaaS offering with comparatively low fees and constitutes an essential economic basis of the contract.

15.2 Liability for Material Contractual Obligations

In cases of slight negligence, we are liable only if a material contractual obligation (cardinal duty) is breached, i.e. an obligation whose fulfillment is essential for the proper performance of the contract and on whose compliance you may reasonably rely. In such cases, liability is limited to the typical and foreseeable damage.

15.3 Excluded Damages

To the extent permitted by law, liability for slight negligence does not extend to indirect or consequential damages, loss of profit, loss of revenue, loss of business opportunities, or loss of data, unless we have assumed responsibility for data backup as part of the Service.

15.4 Mandatory Liability

The above limitations do not apply to liability for:

• Intent or gross negligence
• Injury to life, body, or health
• Liability under the Product Liability Act (ProdHaftG)
• Mandatory statutory liability under German law

15.5 Data Loss and Backup Responsibility

Liability for the loss of data is limited to the costs that would have been incurred for restoring the data if proper and regular data backup measures had been implemented by you in accordance with industry standards. This limitation does not apply if data backup is expressly part of our contractual obligations.

15.6 Third-Party Services and Platforms

We are not liable for defects, disruptions, or damages caused by third-party services or platforms not under our control, including but not limited to the Shopify platform, third-party integrations, your store configuration, local systems, or force majeure events. This does not affect our liability for breaches of obligations that are within our own sphere of responsibility.

16. Force Majeure and Service Disruptions

Neither party is liable for failures due to circumstances beyond reasonable control, including natural disasters, war, strikes, internet failures, or Shopify platform issues. Scheduled maintenance will be announced at least 48 hours in advance when possible.

17. Confidentiality

Each party agrees to maintain confidentiality regarding trade secrets, proprietary information, and business data. Confidentiality obligations for trade secrets are unlimited; other confidential information is protected for 5 years after disclosure.

18. Contract Duration and Termination

18.1-18.3 Contract Terms

The contract begins when you install the App. Monthly subscriptions have no minimum term; annual subscriptions have a 12-month initial term. Contracts automatically renew unless terminated.

18.4 Ordinary Termination by Customer

You may terminate your subscription:

• Monthly subscriptions: At any time with immediate effect
• Annual subscriptions: With 3 months' notice before the end of the annual term
• By uninstalling the App from your Shopify store
• Through Shopify's billing system

No refunds are provided for early termination except as specified in Section 7 (Refunds).

18.5 Ordinary Termination by Provider

We may terminate your subscription with 3 months' written notice for business reasons, including but not limited to:

• Cessation of our operations or discontinuation of this Service
• Material incompatibility with Shopify platform or regulatory changes
• Repeated material breaches by Merchant despite cure opportunities
• Security risks to our systems or other customers
• Merchant's Shopify account suspension or termination
• Significant changes in our service model or features

18.6 Data Export Before Termination

18.7 Extraordinary Termination for Cause

Either party may terminate immediately for cause ("außerordentliche Kündigung"), including:

• Material breach of contract that remains uncured
• Insolvency proceedings
• Payment failures despite reminder
• Security breaches or prohibited activities
• Material failure to provide the Service as described

19. Links to Other Websites and Third-Party Services

The Service may contain links to third-party websites and services. We are not responsible for their content, privacy policies, or practices. Your use of third-party services is governed by their respective terms.

20. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Federal Republic of Germany, excluding the CISG and conflict of laws principles.

For business customers, the exclusive place of jurisdiction is the Provider's domicile (registered office) or the Merchant's place of business.

21. Amendments to Terms

21.1 Right to Modify Terms

We reserve the right to modify or update these Terms at any time, provided that the amendments are reasonable (zumutbar) for the Merchant, taking into account the interests of Synplex. This is particularly the case if the amendments are necessary for technical, legal, or regulatory reasons, or to reflect the introduction of new features or services. This consent mechanism does not apply to changes affecting the essential characteristics of the Service or the core contractual obligations, in particular price changes, which are governed exclusively by Section 6.

21.2 Notification and Objection Period

The modified Terms will be sent to you in text form (e.g., via email to your registered address) at least six (6) weeks before they take effect. Non-material changes (e.g., formatting, typographical corrections) may be made without advance notice.

21.3 Acceptance of Amendments

Amendments to these Terms shall become effective only in accordance with the objection mechanism and acceptance rules set out in Section 6 of these Terms. Continued use of the Service alone shall not constitute acceptance unless the requirements of Section 6 are fulfilled.

21.4 Consequences of Objection

If you object to amendments, the contract will continue under the existing Terms. In this case, however, we reserve the right to terminate the contract at the end of the current billing cycle, as we cannot be expected to maintain the Service under multiple, outdated legal frameworks.

21.5 Termination Right for Merchant

Regardless of the acceptance process, you always have the right to terminate your subscription before new Terms take effect by:

• Cancelling through Shopify's billing system
• Uninstalling the App
• Sending written notice to support@synplex.io

22. Waiver and Severability

Our failure to enforce any provision does not constitute a waiver. If any provision is found invalid, it shall be modified or severed while all other provisions remain in effect. These Terms, together with our Privacy Policy and DPA, constitute the entire agreement.

23. Miscellaneous Provisions

You may not assign these Terms without our consent. We may engage subcontractors and remain responsible for their performance. All notices must be in writing to support@synplex.io.

Acknowledgment and Contact

For questions, feedback, support requests, or other communications regarding these Terms or the Service: